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Service Agreement - IMGIS Inc. and GeoCities

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ADFORCE-TM- Service                                         GeoCities Agreement
-------------------------------------------------------------------------------

This service agreement for the AdForce service (the "Agreement") is entered
into between IMGIS, Inc., a California corporation ("IMGIS"), with offices at
10101 N. DeAnza Blvd., Suite 210, Cupertino, CA 95014 and GEOCITIES, a
California corporation ("GEOCITIES") with offices at 1918 Main Street, 3rd
Floor, Santa Monica, CA 90405.

1.   ADFORCE SERVICE DEFINITION.  The AdForce service is an Internet
     advertising administration system that will allow GEOCITIES to manage
     advertising on its Web site and/or similar on-line service. As part of
     the AdForce service, IMGIS will provide GEOCITIES with the AdForce
     "client" software application ("Application Software"), with which
     GEOCITIES will be able to (a) generate ad tags, (b) schedule advertising
     to run in the online environments in which GEOCITIES places those ad
     tags and (c) generate reports on such advertising. IMGIS will maintain
     an AdForce server complex from which IMGIS will electronically deliver
     advertising scheduled by GEOCITIES to the online environments containing
     the ad tags placed by GEOCITIES. IMGIS will complete development of, and
     will make available to GEOCITIES by August 1, 1998, a "Hybrid Service"
     which will allow GEOCITIES to direct Impressions (defined below) to be
     delivered from the AdForce server complex ("Central Delivery") or IMGIS
     servers located on GEOCITIES' site ("Local Delivery"). As part of the
     Hybrid Service, IMGIS will provide GEOCITIES with the client and server
     software needed to use the Hybrid Service ("Hybrid Service Software,"
     collectively the "Hybrid Service Software" and the "Application Software"
     are referred to herein as the "Licensed Software"). The "Hybrid Service"
     is part of the AdForce Service as defined in this Section 1 and referred
     to in this Agreement. In addition, the Hybrid Service will be capable of
     instantaneously providing Local Delivery of ads to all ad tags in the
     event that the AdForce server complex becomes disabled, inoperative, or
     otherwise inaccessible to GEOCITIES. GEOCITIES recognizes that certain
     functions available as part of the Central Delivery service will not be
     available in the Local Delivery service. IMGIS acknowledges and agrees
     that its failure to make the Hybrid Service available to GEOCITIES by
     August 1, 1998 will significantly reduce the benefits GEOCITIES' expects
     to receive under this Agreement. Because it would be impracticable and
     extremely difficult to determine the exact amount of GEOCITIES' damages
     in such event, IMGIS and GEOCITIES agree that, as compensation to
     GEOCITIES for any such loss of the benefit of its bargain hereunder,
     rather than as a penalty to IMGIS, the fees of the AdForce service
     (Local Delivery and Central Delivery) set forth in Schedule A shall be
     reduced [*] for each day, up to a maximum of [*] days or [*] total
     reduction, after August 1, 1998 that IMGIS fails to make available to
     GEOCITIES the Hybrid Service in the form described in this Section 1.
     Fees will return to the amounts specified in Schedule A as soon as
     the Hybrid Service is made available to GEOCITIES. Additionally,
     if IMGIS fails to make the Hybrid Service available by September 1,
     1998, GEOCITIES may terminate this Agreement and GEOCITIES shall be
     entitled to recover from IMGIS all damages that GEOCITIES incurs, due
     to such failure, provided that IMGIS' liability for such damages shall
     not exceed the amount in aggregate paid by GEOCITIES for the AdForce
     service during the thirty (30) days of prior to termination. The
     foregoing reduction AdForce Service fees and early termination
     privilege shall be GEOCITIES' sole remedy for failure by IMGIS to make
     the Hybrid Service available by August 1, 1998 and September 1, 1998,
     respectively. The delivery of "Impressions," defined as the transmission
     of advertisements from the AdForce server complex or an IMGIS server
     located on GEOCITIES' site to an AdForce ad tag, will be verified by
     monthly third-party audits of the AdForce service, conducted by the
     Audit Bureau of Verification Services, Inc. or another independent third
     party chosen by IMGIS. This audit is included in all levels of the
     AdForce service and, upon completion of an audit, IMGIS will provide
     GEOCITIES with the results of the audit. Central Delivery includes
     targeting features as listed in Exhibit B. Central Delivery includes the
     capability of generating a suite of standard reports listed in Exhibit
     B, but do not include custom reports that may be requested by GEOCITIES.
     Local Delivery service includes targeting features as listed in Exhibit
     D. Local Delivery service includes the capability of generating a suite
     of standard reports listed in Exhibit D, but do not include custom
     reports that may be requested by GEOCITIES. New features of the AdForce
     service will, at the sole discretion of IMGIS, either be incorporated
     into the then-current level of the AdForce service provided to GEOCITIES
     hereunder, or will be offered to GEOCITIES as an additional service
     subject to additional fees. IMGIS will notify GEOCITIES of new AdForce
     service features. IMGIS will implement and make available to GEOCITIES,
     within one hundred eighty (180) days following the Effective Date, the
     AdForce+ service. AdForce+ will enable GEOCITIES to target advertising
     to specific end users based upon end-user demographic characteristics,
     as further described in Exhibit C, which is incorporated herein by this
     reference. The terms and conditions of the AdForce+ service will be set
     forth in a separate written agreement to be entered into by the parties.

2.   LEVEL OF ADFORCE SERVICE. IMGIS will provide the functionality for the
     AdForce service as described in section 1 and Exhibits B and C, as well
     as live telephone customer support from the hours of 6am to 6pm Pacific
     Time, Monday-Friday, excluding major holidays and 7-day-a-week,
     24-hour-a-day access to IMGIS technical support via pager.

     2.1   LEVELS OF MAINTENANCE AND SUPPORT.  IMGIS will exercise its
           reasonable efforts, but not less than the level of effort that
           IMGIS uses for other customers receiving the AdForce Service
           without payments of additional consideration specifically for
           purposes of such maintenance and support, to correct errors in the
           Application Software, other software used to operate the AdForce
           server complex or the IMGIS servers located on GEOCITIES' site or
           hardware provided or used by IMGIS to provide the Adforce service,
           at the following Response Times: (i) Support Call (Level 1);
           response time 15 minutes, patch or work-around next day, fixed or
           documented in next major product release; (ii) Support Call (Level
           2) response time six (6) hours, patch or work-around within five
           days, fixed or documented in next major product release; (iii)
           Support Call (Level 3); one (1)

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                 Page 1 of 9

<PAGE>
ADFORCE-TM- Service                                         GeoCities Agreement
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           business day, problem documented and input for consideration in
           next major product release. For purposes of this Agreement,
           "RESPONSE TIME" means the elapsed time between the receipt of a
           service call and the time when IMGIS begins work on a fix or
           workaround for the error.


2.2  SERVICE LEVEL WARRANTY.

        (i)    INABILITY TO ACCESS THE ADFORCE SERVICE (DOWNTIME). In the
               event (i) of a material failure of the AdForce service (either
               Local Delivery or Central Delivery) to deliver images to ad
               requests within the GEOCITIES Website for more than thirty
               (30) consecutive minutes in a calendar month or (ii) the
               elapsed time from receipt of an ad request to delivery of an
               image by the AdForce service (via either Local Delivery or
               Central Delivery) in response to such ad request is greater
               than twenty (20) seconds, taken as an average over any two (2)
               consecutive hour period, (a "Failure") and GEOCITIES notifies
               IMGIS of such Failure and IMGIS determines in its reasonable
               judgment that such Failure was caused by IMGIS' inability to
               provide the AdForce service for reasons within IMGIS'
               reasonable control and not as a result of any actions or
               inactions of GEOCITIES or any third parties (including
               GEOCITIES' equipment and third party equipment), IMGIS will
               not charge GEOCITIES, and GEOCITIES shall have no obligation
               to pay any AdForce service fees during the twenty-four (24)
               hour period immediately following resumption of the AdForce
               service.  Notwithstanding the foregoing, the occurrence of a
               Failure over a twenty-four (24) hour period for (a) five (5) or
               more consecutive days or (b) eight (8) days during any thirty
               (30) day period shall be deemed a material breach of this
               Agreement and, in such event, GEOCITIES may terminate this
               Agreement pursuant to Section 9 below.  Notwithstanding the
               foregoing, if IMGIS provides GEOCITIES with not less than thirty
               (30) days notice of a proposed cessation of the AdForce service
               for the purpose of making specified improvements thereto (a
               "Cessation") and GEOCITIES consents in writing to such proposed
               Cessation, then such Cessation shall not be deemed to constitute
               a Failure, provided that (1) the Cessation does not exceed two
               (2) hours in duration and (2) no more than one (1) Cessation
               occurs in any sixty (60) day period.

        (ii)   DEGRADATION OF CENTRAL DELIVERY: In the event that the elapsed
               time from initial access of the AdForce server complex to
               accurate selection of an advertisement for Central Delivery
               ("Access Time") is greater than one (1) second, taken as an
               average over any two (2) consecutive day period ("Degraded
               Service"), then IMGIS shall not charge GEOCITIES, and
               GEOCITIES shall have no obligation to pay, any AdForce service
               fees for such two (2) day period. Access Time shall be
               monitored by a designated IMGIS server configured to model the
               AdForce Service's access and transmission of advertisements to
               IMGIS' Internet service provider ("Designated Server"). The
               results of such monitoring shall be provided to GEOCITIES as
               part of the AdForce reporting service. Additionally, if the
               elapsed time from initial access of the AdForce server complex
               to accurate selection of an advertisement for Central Delivery
               is greater then two (2) seconds, taken as an average over any
               two (2) consecutive hour period ("Degraded Service"), IMGIS
               shall not charge GEOCITIES, and GEOCITIES shall have no
               obligation to pay, any Adforce service fees for a period of
               six (6) consecutive hours beginning with such two (2) hour
               period. If the elapsed time from the accurate selection of an
               advertisement, based upon a test 10 kilobyte advertisement,
               from the AdForce server complex to the Designated Server is
               greater then two (2) seconds, taken as an average over a two
               (2) consecutive hour period ("Degraded Service"), IMGIS shall
               not charge GEOCITIES, and GEOCITIES shall have no obligation to
               pay, any AdForce service fees for a period of six (6)
               consecutive hours beginning with such two (2) hour period.
               Notwithstanding the foregoing, the occurrence of Degraded
               Service over a twenty-four (24) hour period for (a) seven (7)
               or more consecutive days or (b) ten (10) days during any
               thirty (30) day period shall be deemed a material breach of
               this Agreement and, in such event, GEOCITIES may terminate
               this Agreement pursuant to Section 9 below.

        (iii)  TIME TO DISCOVER FAILURE OF ADFORCE SERVICES; NOTIFICATION OF
               GEOCITIES. Within one (1) hour of discovering the existence of
               a Failure of the AdForce service, IMGIS will use reasonable
               efforts to determine whether the source of the Failure is
               limited to GEOCITIES' equipment ("GEOCITIES Specific
               Failure"). If the failure is not a GEOCITIES Specific Failure,
               IMGIS will use reasonable efforts to determine the source of
               the failure within two (2) hours after determining that it is
               not a GEOCITIES Specific Failure. In any event, IMGIS will use
               reasonable efforts to notify GEOCITIES of the source of the
               Failure within thirty (30) minutes after first identifying
               the source.

        (iv)   RESOLUTION OF FAILURE. IMGIS will use reasonable efforts to
               remedy GEOCITIES Specific Failures within two (2) hours of
               determining the source of the GEOCITIES Specific Failure
               provided that GEOCITIES provides reasonable cooperation and
               access to equipment and software located on GEOCITIES site.
               IMGIS will use reasonable efforts to remedy failures caused
               within the IMGIS server complex or the IMGIS servers on
               GEOCITIES' site or other IMGIS hardware or software ("IMGIS
               Specific Failure") within one (1) hour of determining the
               source of the failure provided that GEOCITIES provides
               reasonable cooperation and access to equipment and software
               located on GEOCITIES site. IMGIS will use reasonable efforts
               to notify GEOCITIES if the Failure is caused by other than an
               IMGIS Specific Failure



                                 Page 2 of 9

<PAGE>
ADFORCE-TM- Service                                         GeoCities Agreement
-------------------------------------------------------------------------------

               and IMGIS will use commercially reasonable efforts to notify
               the party(ies) responsible for the source of the Failure and
               will cooperate with it (them) to resolve the Failure as soon
               as possible.

        (v)    FAILURE TO DETERMINE SOURCE AND/OR RESOLVE FAILURE: IMGIS will
               credit GEOCITIES' account for every one (1) hour after the
               time periods described above that it takes IMGIS to provide a
               remedy for an IMGIS Specific Failure. The amount of credit
               shall be the aggregate average AdForce service fee incurred by
               GEOCITIES per day during the preceding month.

3.   OBLIGATIONS OF GEOCITIES. GEOCITIES agrees to implement the ad tags as
     described in the AdForce User Guide and Help documentation provided to
     GEOCITIES. GEOCITIES also agrees to schedule all advertising for
     GEOCITIES' Web sites or on-line properties using the IMGIS-provided
     "Application Software." If Geocities chooses to have IMGIS execute
     insertion and change orders on behalf of GEOCITIES, GEOCITIES agrees to
     supply IMGIS with the information necessary to schedule GEOCITIES' ad
     campaigns at least [*] in advance of campaign initiation or
     modification. Should the average file size of GEOCITIES' Central
     Delivery advertisements exceed [*], as determined by IMGIS on
     a monthly basis, GEOCITIES agrees to pay the incremental fee listed in
     Exhibit A to compensate for higher bandwidth costs. GEOCITIES agrees to
     provide IMGIS with non-binding, [*] volume forecasts of the number
     of Impressions anticipated by GEOCITIES to be delivered using the
     AdForce service on a rolling monthly basis. GEOCITIES agrees to provide
     IMGIS with reasonable access to GEOCITIES' facilities for purposes of
     implementing and supporting the Hybrid Service. GEOCITIES shall not
     export or re-export, or allow the export or re-export of the Licensed
     Software, without complying with all applicable export laws,
     restrictions, national security controls and regulations of the United
     States and all applicable foreign agencies and authorities.

4.   OWNERSHIP/LIMITATIONS ON USE. Subject to the terms and conditions of
     this Agreement, IMGIS hereby grants to GEOCITIES, contingent on timely
     payment of monies due to IMGIS hereunder, a non-exclusive,
     non-transferable (except as expressly permitted under section 10)
     license for the term of this Agreement to use the Licensed Software in
     connection with the AdForce service. IMGIS shall have the sole and
     exclusive ownership of all right, title and interest in and to the
     Licensed Software and the AdForce service, any enhancements thereto and
     in any materials and data provided to GEOCITIES by IMGIS. GEOCITIES may
     not sublicense the AdForce service. GEOCITIES may not copy (other than
     copying into RAM), modify, alter, sell, distribute or sublicense the
     Licensed Software or reverse assemble, reverse compile or otherwise
     attempt by any other method to create or derive the source programs of
     the AdForce service or the Licensed Software, nor authorize or contract
     with third parties to do the same. During the course of providing the
     AdForce Service, IMGIS will collect and maintain general statistical
     information, including but not limited to information pertaining to the
     number of advertisements delivered, response times, user's IP address,
     cookie, browser type and operating system, as well as the time, date and
     ad tag of a request, but excluding information revealing the identity
     of individual users, individual credit card, debit card, bank account,
     electronic currency or similar information and other transaction or user
     specific data ("User Information"). IMGIS may include User Information
     in IMGIS' logs and databases and use such User Information, as
     aggregated with other data and information collected by IMGIS and
     maintained in such logs or databases, for its internal business purposes
     only. IMGIS will provide GEOCITIES with raw data of the User
     Information, upon GEOCITIES' request, and will provide GEOCITIES with
     reports, included with GEOCITIES' selected level of service, of the User
     Information. Notwithstanding anything to the contrary contained
     elsewhere in this Agreement, IMGIS agrees that it shall not, either
     during the term of this Agreement, or thereafter; disclose to third
     parties or otherwise disseminate, publish, reproduce, or use or permit
     the dissemination, publication, reproduction or use of any of the User
     Information in a manner that is in any respect inconsistent with the
     terms and conditions pursuant to which GEOCITIES obtained the User
     Information, as such terms and conditions may be set forth in GEOCITIES'
     privacy statement (as it exists from time to time) or elsewhere.

5.   CONFIDENTIALITY. It is agreed that all GEOCITIES' passwords used in
     connection with AdForce user guides, the Licensed Software, and the
     AdForce "help" documentation, whether on-line or in printed form, are
     the confidential information of IMGIS. It is also agreed that any
     account information relating to GEOCITIES' business, customers,
     products, technology and information and data input into the AdForce
     service by GEOCITIES, including, without limitation, advertiser contact
     and billing information, and any and all confidential or proprietary
     information disclosed to or learned by IMGIS while IMGIS employees or
     implementation of the Hybrid Service is confidential information of
     GEOCITIES. Each party shall not use, disclose or reproduce any
     confidential information of the other party without the consent of the
     party providing said information, except for any information, data or
     material which: (a) at the time of disclosure to the receiving party was
     known or is in the possession of the receiving party without
     restriction; (b) is independently developed by the receiving party; (c)
     is generally available to the public without any breach of this Agreement
     by the receiving party. GEOCITIES acknowledges and agrees that
     disclosure of the terms of this Agreement to anyone outside of GEOCITIES
     (except attorneys and accountants of GEOCITIES) may create substantial
     business damage to IMGIS and hereby agrees to keep the terms of this
     Agreement strictly confidential.

6.   INDEMNIFICATION. (a) Subject to subsection (b), GEOCITIES shall defend,
     indemnify and hold harmless IMGIS from any and all third party claims
     and liability and damages and costs (including reasonable court costs
     and attorney's fees) arising out of or relating to advertising placed by
     GEOCITIES using the AdForce service; including, without limitation,
     libel, invasion of privacy, and rights of publicity claims arising from
     the content of such advertising, provided that: (i) IMGIS promptly
     notifies GEOCITIES of such claims;

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                  Page 3 of 9

<PAGE>
ADFORCE-TM- Service                                         GeoCities Agreement
-------------------------------------------------------------------------------

     (ii) GEOCITIES has sole control of the defense and settlement of such
     claims and is not responsible for any settlement that it does not
     approve in writing; and (iii) IMGIS renders all reasonable assistance
     required at GEOCITIES' expense; (b) IMGIS shall defend, indemnify and
     hold harmless GEOCITIES from any and all third party claims and
     liabilities and damages and costs (including reasonable court costs and
     attorneys fees) for infringement of third party intellectual property
     rights arising out of or relating to GEOCITIES' use of the Licensed
     Software and/or the AdForce service pursuant to this Agreement, provided
     that: (i) GEOCITIES promptly notifies IMGIS of such claims; (ii) IMGIS
     has sole control of the defense and settlement of such claims and is not
     responsible for any settlement that it does not approve in writing; and
     (iii) GEOCITIES renders all reasonable assistance required at IMGIS'
     expenses. If an injunction is entered against GEOCITIES' use of the
     Licensed Software or the AdForce service or GEOCITIES' use of the
     Licensed Software or the AdForce service is likely to be enjoined,
     IMGIS will, at its opinion and sole expense, (A) obtain a license
     permitting such use, (B) modify the Licensed Software or the AdForce
     service to avoid the infringement but maintaining equivalent
     performance, functionality and compatability, or (C) if it cannot
     reasonably do either of the foregoing, terminate GEOCITIES' licensing to
     the Licensed Software and promptly refund fees paid by GEOCITIES for the
     last thirty days of service, but not to exceed that cost in aggregate
     incurred by GEOCITIES in obtaining replacement ad delivery services from
     another provider.

7.   WARRANTY. GEOCITIES warrants that GEOCITIES is free to enter into this
     Agreement and that this Agreement constitutes the valid and binding
     obligation of GEOCITIES, enforceable in accordance with its terms. IMGIS
     represents and warrants that IMGIS is free to enter into and perform
     this Agreement and, except for events beyond IMGIS' control including
     but not limited to Internet access outages and other events of force
     majeure; (a) the AdForce service (excluding components of the GEOCITIES
     network and third party hardware and software profiled by IMGIS) will
     materially conform to the functionality described in section 1 except to
     the extent that the performance of the AdForce service is materially
     affected by components of the GEOCITIES network and third party
     hardware and software not provided to IMGIS; (b) IMGIS either owns, has,
     or will otherwise acquire the right (and will, during the term hereof
     maintain such right) to use all hardware and software components of the
     AdForce service and the Licensed Software and will not infringe on any
     right or interest (intellectual property or otherwise) or any third party.

     EXCEPT AS SPECIFIED IN THIS SECTION 7, IMGIS HEREBY DISCLAIMS ALL
     WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY AND
     ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
     NON-INFRINGEMENT, IN CONNECTION WITH THIS AGREEMENT.

8.   LIABILITY. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
     SPECIAL OR EXEMPLARY DAMAGES, EVEN IF IT HAS BEEN WARNED OF THE
     POSSIBILITY OF SUCH DAMAGES.

9.   TERMINATION. GEOCITIES shall select the term and level of service for
     this Agreement in Section 12. Either party may terminate the Agreement
     if the other party fails to perform any of its obligations in any
     material respect, and such failure continues uncured for a period of
     thirty (30) days (except in the event of a breach of section 5, in which
     case termination shall be effective immediately) after receipt by the
     breaching party of written notice from the non-breaching party
     specifying such default. Either party may terminate this Agreement in
     the event that the other party ceases to do business, undergoes a
     bankruptcy or insolvency proceeding, or an assignment for the benefit of
     creditors. Upon the expiration or termination of the Agreement for any
     reason, the parties will immediately return all Confidential Information
     of the other party in their possession. All accrued payment obligations
     of GEOCITIES shall survive expiration or termination of the Agreement,
     as shall the parties' rights and obligations under Section 4 through 9,
     as well as sections 11 through 13.

10.  ASSIGNMENT. This Agreement is not assignable or transferable by either
     party without prior written consent of the other party, except that a
     party may assign the Agreement (a) by operation of law or (b) to any
     entity acquiring all or substantially all of assignor's assets, stock or
     business without the other party's consent.

11.  PAYMENT TERMS. GEOCITIES shall pay to IMGIS the dollar amounts determined
     from the pricing schedule set forth in Exhibit A, within [*]
     days from date of GEOCITIES' receipt of invoice. All payments to IMGIS
     shall be remitted in U.S. Dollars. Fees for the AdForce service are
     subject to change at the expiration of the initial term and upon
     renewal of this Agreement. IMGIS shall provide GEOCITIES, not less than
     ninety (90) days prior to expiration of the initial term or any renewal
     term, written notice of any change in the fees for the AdForce service.

12.  TERM. The term shall commence on the Effective Date indicated below and
     shall continue for a period of two (2) years, except that GEOCITIES may
     terminate the Agreement with or without cause during the thirty (30) day
     period following the first anniversary of the Effective Date upon
     receipt by IMGIS of written notice of GEOCITIES' intent to terminate. In
     addition, if: (i) IMGIS fails within thirty (30) days following the
     Effective Date to enter into a written agreement with America Online,
     Inc. ("AOL") pursuant to which IMGIS receives demographic data pertaining
     to AOL's current end users or (ii) IMGIS fails to make AdForce+ available
     to GEOCITIES within one hundred eighty (180) days following the
     Effective Date, GEOCITIES, any as its sole remedy, elect to

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

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ADFORCE-TM- Service                                         GeoCities Agreement
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     terminate this Agreement upon written notice to IMGIS. GEOCITIES agrees
     to pay IMGIS for all Impressions delivered through the AdForce service,
     according to the pricing schedule in Exhibit A, subject to change upon
     renewal of this Agreement.

13   GENERAL. This agreement is the complete and exclusive statement of the
     mutual understanding of the parties and supersedes and cancels all
     previous written and oral agreements and communications relating to the
     subject matter of this Agreement. No failure or delay in exercising any
     right hereunder will operate as a waiver thereof, nor will any partial
     exercise of any right or power hereunder preclude further exercise. Any
     waivers or amendments shall be effective only if made in writing. All
     notices shall be in writing and effective upon receipt when personally
     delivered, delivered by a major commercial rapid delivery courier
     service or mailed by certified or registered mail (postage prepaid, return
     receipt requested) to a party at its address set forth above or amended
     by notice. If not received sooner, notice by mail shall be deemed
     received five (5) days' after deposit in the U.S. mails. If any
     provision of this Agreement shall be adjudged by any court of competent
     jurisdiction to be unenforceable or invalid, that provision shall be
     limited or eliminated to the minimum extent necessary so that this
     Agreement shall otherwise remain in full force and effect and
     enforceable. This Agreement shall be governed by the law of the State of
     California without regard to the conflicts of law provisions thereof.
     The prevailing party in any action to enforce this Agreement will be
     entitled to recover its attorney's fees and costs in connection with
     such action. Nothing contained herein shall be construed as
     establishing a partnership, joint venture, employment or other business
     relationship between the parties hereto other than that of independent
     contractors. This Agreement may be executed in counterparts.


IN WITNESS WHEREOF the parties have executed this Agreement as of: 5/4/98 
(Effective Date).                                                 -------------


By          /s/ Stephen Hansen         Accepted:  /s/ Chad Steelberg
            ------------------------              --------------------------
Print Name: Stephen Hansen             Name:      Chad Steelberg
            ------------------------              --------------------------

Title       CFO/CAO                    Title      EVP/Founder
            ------------------------              --------------------------

GEOCITIES:                (GEOCITIES)  IMGIS, Inc. (IMGIS)
            --------------                               -------------------



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ADFORCE-TM- Service                                         GeoCities Agreement
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                                   SCHEDULE A
                                      FEES


Following IMGIS' release and GEOCITIES' acceptance of the Hybrid Service,
pricing for the AdForce service will be as shown below:

          Local Delivery              Central Delivery
       --------------------       -------------------------
               [*]                          [*]

     -  There will be [*] for ads served locally until IMGIS makes the
Hybrid Service available to GEOCITIES, anticipated to occur by August 1,
1998. Prior to IMGIS' release and GEOCITIES' acceptance of the Hybrid
Service, pricing of the AdForce service prior to July 1, 1998 will be [*]
for Central Delivery and [*] CPM for Central Delivery during the
period commencing on July 1, 1998 and ending on August 1, 1998. GEOCITIES
agrees to continue to operate the StarPoint servers under the terms of the
Agreement between StarPoint and GEOCITIES dated 5/4/99 until the Hybrid
Service is available, including, but not limited to, paying monthly support
costs when due.

     - AdForce+ pricing and fees for processing and using GEOCITIES data for
targeted advertising will be covered in a separate Data Agreement.

     - Incremental fee for Centrally Delivered ads only, of [*] for every
[*] increase in average file size above an average of [*]

     - If GEOCITIES elects to have IMGIS manually insert of modify campaigns,
GEOCITIES will pay IMGIS [*] for each insertion or modification.


   IN THE EVENT OF A MATERIAL FAILURE OF LOCAL DELIVERY SERVICE CAUSED BY A
    FAILURE WITHIN THE DIRECT CONTROL OF IMGIS, THE FEE FOR LOCAL DELIVERY
     SERVICE SHALL APPLY, UNTIL LOCAL DELIVERY AGAIN BECOMES AVAILABLE TO
 GEOCITIES, TO THE PERCENTAGE OF ADS SERVED BY CENTRAL DELIVERY BASED UPON THE
   AVERAGE PERCENTAGE OF ADS SERVED BY THE LOCAL DELIVERY SERVICE DURING THE
              IMMEDIATELY PRECEDING TWENTY-FOUR (24) HOUR PERIOD.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                  Page 6 of 9

<PAGE>
ADFORCE-TM- Service                                         GeoCities Agreement
-------------------------------------------------------------------------------

                                   EXHIBIT B


ADFORCE TARGETING

Adforce Central Delivery service includes targeting on the following
parameters, when AdForce databases allow the parameter to be resolved:

BROWSER TYPE--Different campaigns can be delivered to visitors with different
browsers.

OPERATING SYSTEM--Different campaigns can be delivered to visitors with
different operating systems

DOMAIN TYPE--Different campaigns can be delivered to visitors from different
domains (i.e. .com or .edu)

SERVICE PROVIDER--Different campaigns can be delivered to visitors with
different Internet service providers.

TELEPHONE AREA CODE--Different campaigns can be delivered to visitors in
different area codes.

SIC CODE--Different campaigns can be delivered to visitors working for
companies with different SIC codes.

COUNTRY--Different campaigns can be delivered to visitors from different
countries.

FREQUENCY--An advertisement can be shown no more than a specified number of
times to each visitor.

SEQUENCE--A series of advertisements can be shown in sequence to a visitor.

KEYWORDS--Advertisements can be targeted on the basis of a word or phrase
typed by a visitor.

SITE DATA--Ads can be targeted on the basis of data in a site's database
(i.e. with registered users)

DATE/DATE/TIME OF DAY--Ads can be scheduled to run during specific times and
on specific days.

CONTENT AREA--Ads can be targeted to a specific area of a site.

(AREA CODE DERIVED) DMA--Ads can be targeted to a specific DMA (Area Code
Derived). (Feature will be available in AdForce Version 3.0)

There may be additional charges for additional targeting parameters added in
the future, as well as for customization of the targeting algorithms for
keywords and site data.

ADFORCE REPORTING

The following reports are currently available with the AdForce Central
Delivery service:

<TABLE>
<CAPTION>
  NETWORK REPORTS                           WEBSITE REPORTS                  ADVERTISER REPORTS         
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                              <C>
Daily Campaign Details                  Activity by Advertiser           Campaign On-line Summary       
Daily Campaign Summary                  Activity by Area Code            Summary by Area Code           
Monthly Billing Report                  Activity by Browser              Summary by Banner              
Summary by Advertiser                   Activity by Content Unit         Summary by Browser             
Summary by Area Code                    Activity by Country              Summary by Category            
Summary by Browser                      Activity by Date                 Summary by Country             
Summary by Category                     Activity by Domain               Summary by Date                
Summary by Country                      Activity by Keyword              Summary by Domain              
Summary by Date                         Activity by Hour                 Summary by Hour                
Summary by Domain                       Activity by Operating System     Summary by Operating System    
Summary by Hour                         Activity by Pay Type             Summary by Service Provider    
Summary by Operating System             Activity by Service Provider     Summary by SIC Code            
Summary by Payment Type                 Activity by                      Summary by Website             
                                         SIC Code                                                       
Summary by Service Provider             Website Revenue                  Campaign Summary               
Summary by SIC Code                     Activity by DMA                  Monthly Billing Report         
Summary by Website                                                       Summary by DMA                 
Summary by DMA
Website Revenue
</TABLE>

There will be additional charges for reports customized or designed to
GEOCITIES' specifications. There may also be additional charges for reports
added in the future.

                                  Page 7 of 9

<PAGE>
ADFORCE-TM- Service                                         GeoCities Agreement
-------------------------------------------------------------------------------

                                   EXHIBIT C
                                   ADFORCE+

AdForce+ is IMGIS' proprietary database targeting service, designed to
provide one-to-one addressable on-line advertising. IMGIS has secured
multi-year, exclusive data agreements with both Marketing Information
Technologies, a leader in targeted print advertising, and Metromail, a $400
million, consumer demographic data compiler. These relationships position
IMGIS to exclusively leverage the unique, one-to-one marketing capabilities
of the Internet. Traditional consumer databases alone, however, do not
provide the key to unlock the demographic information on the Internet because
there is no mapping from terrestrial world data to the Internet. AdForce+
provides this map by linking on-line registration files and ISP login
information to IMGIS' 3rd party demographic databases.

                                  Page 8 of 9

<PAGE>
ADFORCE-TM- Service                                         GeoCities Agreement
-------------------------------------------------------------------------------


                                   EXHIBIT D

ADFORCE TARGETING

AdForce Local Delivery service include targeting on the following parameters,
when AdForce databases allow the parameter to be resolved:

BROWSER TYPE--Different campaigns can be delivered to visitors with different
browsers.

OPERATING SYSTEM--Different campaigns can be delivered to visitors with
different operating systems.

DOMAIN TYPE--Different campaigns can be delivered to visitors from different
domains (i.e. .com or .edu)

COUNTRY--Different campaigns can be delivered to visitors from different
countries.

DATE/DATE/TIME OF DAY--Ads can be scheduled to run during specific times and
on specific days.

CONTENT AREA--Ads can be targeted to a specific area of a site.

There may be additional charges for additional targeting parameters added in
the future, as well as for customization of the targeting algorithms for
keywords and site data.

ADFORCE REPORTING

The following reports are currently available with the AdForce Local
Delivery service:

<TABLE>
<CAPTION>
  NETWORK REPORTS                           WEBSITE REPORTS                  ADVERTISER REPORTS         
----------------------------------------------------------------------------------------------------------
<S>                                         <C>                            <C>
Daily Campaign Details                      Activity by Advertiser         Campaign On-line Summary         
Daily Campaign Summary                      Activity by Browser            Summary by Banner                
Monthly Billing Report                      Activity by Content Unit       Summary by Browser               
Summary by Advertiser                       Activity by Country            Summary by Category              
Summary by Browser                          Activity by Date               Summary by Country               
Summary by Category                         Activity by Domain             Summary by Date                  
Summary by Country                          Activity by Hour               Summary by Domain                
Summary by Date                             Activity by Operating System   Summary by Hour                  
Summary by Domain                           Activity by Pay Type           Summary by Operating System      
Summary by Hour                             Website Revenue                Summary by Website               
Summary by Operating System                                                Campaign Summary                 
Summary by Payment Type                                                    Monthly Billing Report           
Summary by Website                         
Website Revenue
</TABLE>

There will be additional charges for reports customized or designed to
GEOCITIES' specifications. There may also be additional charges for reports
added in the future.

                                  Page 9 of 9
<PAGE>
ADFORCE-TM- Service                                         GeoCities Agreement
-------------------------------------------------------------------------------

                              Schedule A Amendment
                                      Fees

This Amendment for the AdForce service (the "Agreement") is entered into
between AdForce, Inc., a California corporation ("ADFORCE"), with offices at
10101 N. DeAnza Blvd., Suite 210, Cupertino, CA 95014 and GeoCities,
("GeoCities") with offices at 1918 Main Street, 3rd Floor, Santa Monica CA
90405.

<TABLE>
<CAPTION>
  ----------------------------------------------------------------
     Cost for Ad Delivery             LEVEL OF SERVICE
  ----------------------------------------------------------------
<S>                                <C>
   [*] for Ad Delivery                        / / AdForce Basic
                                     --------
                                     (Initial)
   [*] for Ad Container
        Delivery*
  ----------------------------------------------------------------
</TABLE>
* Ad Container delivery not to exceed 50% of overall ads delivered during a
month.

- AdForce pricing and fees for processing and delivering targeted advertising
will be covered in a separate agreement.

- If GeoCities instructs AdForce to manually insert or modify campaigns,
GeoCities will pay AdForce [*] for each insertion or modification.

This Amendment shall cover the period beginning August 1, 1998. GeoCities
agrees to pay ADFORCE, Inc. for all impressions delivered through the
AdForce service, according to the pricing schedule in the Schedule A
Amendment, subject to change upon renewal of the Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of 10/9/98
(Effective Date).                                                  --------



By:         /s/ John A. Tanner         Accepted:  /s/ Jeffrey C. Stoddard
            ------------------------              --------------------------
Print Name: John A. Tanner             Name:      Jeffrey C. Stoddard
            ------------------------              --------------------------

Title:      Chief Financial Officer    Title:     Director, Sales and
                                                  Marketing Strategy
            ------------------------              --------------------------

Company:                               Company:    GeoCities


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.


                                   Page 1 of 2